What do these towns have in common: Albuquerque, Austin, Bentonville, Dayton, Denver, Omaha, Racine and Tacoma? They are the birthplaces of firms that created 17 of the top 25 personal fortunes in this year's FORBES 400 list.

Microsoft started life as Micro-Soft in Albuquerque, N.M. in 1975. Michael Dell's side business overran his dorm room at the University of Texas, but he stayed in Austin. The world knows about tiny Bentonville, Ark. and mighty Wal-Mart. Everybody also knows Warren Buffett's hometown, Omaha, Nebr., as the place he re-turned to in the 1950s (from New York) to start his first investment fund out of a spare bedroom. You probably didn't know thatCox Communications began life in Dayton, Ohio in 1922. Orthat Charlie Ergen started EchoStar in a Denver, Colo. suburb.Or that Racine, Wis. boasts SC Johnson and that Tacoma, Wash. lays claim to where, in 1911, Frank and Ethel Mars began making buttercream candy and later chocolate out of their kitchen.

There is a funny American myth that you have to go to big places such as New York or California to make your fame and fortune. Maybe fame. But fortune, as this year's FORBES 400 shows, is more often found off the beaten track.

Best place to make a future FORBES 400 fortune? Start with this proposition: The most valuable natural resource in the 21st century is brains. Smart people tend to be mobile. Watch where they go! Because where they go, robust economic activity will follow.

If you agree, then put your chips on cities that: a) attract smart people; and b) are low-cost enough to incubate a business so it won't need much outside capital, which is dilutive to wealth building. In other words, look for cities with these attributes:

 Universities. Especially those with strong science and engineering departments. Modern innovation springs from a deep understanding of physics, electronics, math, chemistry and biology--not Proust. Business schools and law schools are nice, too, but are of ancillary importance. There is an interesting twist to this. In the old days a state's flagship university, with its law and liberal arts schools and alumni networks, carried a higher prestige than the ag or tech school. A degree from the University of Iowa hoisted you further up the Des Moines business and social ladders than a degree from Iowa State University. But this pecking order could reverse itself in the 21st century. The Iowa States of the world are more adept at creating scientists, engineers, patents and R&D grants--the seed corn of wealth.

 Stellar K-12 education. Very simple proposition here. Smart people want smart kids. They demand a strong education for their children. One way or another (public school or private), they will seek it out.

 Capital for experimentation. This is an underrated factor. The presence of local funds for research and development is a distinct advantage. It doesn't seem to matter if the R&D money is corporate, government or military. R&D attracts smart people and out-of-the-box thinkers.

 Capital for business risk. Necessary but overrated. Conventional wisdom says you need lots of local venture capital to nourish startups. A look at the FORBES 400 says otherwise. The best entrepreneurs bootstrap and only much later take outside money.

 Low taxes and light regulations. These continue to matter, especially along borders. The classic story of the 1980s is Gateway. It was founded in 1985 by a young man from a farm near Sioux City, Iowa. Ted Waitt had the idea of selling personal computers by mail. Waitt staffed his company with family and friends from Sioux City. Gateway, along with Dell, convinced Americans that buying PCs through the mail or over the phone--and later on the Internet--was a good idea. Gateway grew to be a multibillion-dollar business and Ted Waitt, a billionaire (at least for a time). Gateway was as much of an Iowa success story as any true Hawkeye could hope for, with one itty-bitty problem. Shortly after its founding, Gateway sneaked across the Big Sioux River into North Sioux City, South Dakota, which has no corporate or personal income taxes. (Gateway moved its headquarters to California in 1998 and promptly began losing ground to Dell.)

 Love of creative mess. Central planning always fails, whether in Cuba or in American cities. You simply can't plan your way to greatness. What cities can do is create the conditions for success. I always advise cities to forget million-dollar bets on a single industry--biotech is hot now--and instead make hundreds of $10,000 bets on bright entrepreneurs who need cheap rent and a pat on the back. Why not Wi-Fi up the downtown so that entrepreneurs can sit in coffee shops and surf the Net? Why not lighten the regulatory load for startups? Why not run business plan contests, open to everybody in town, regardless of age or pedigree, with $5,000 prizes?

 Inclusive optimism. Left-wing cities such as Berkeley, Calif. tend to be pessimistic. Stay away. I also know a few conservative cities that claim to be "business friendly" but, in fact, are closed clubs. The best places welcome outsiders.

 Respect for the risk-taker. Here's a test. You gather 200 friends and acquaintances in a room--the sort of people who attended your wedding or might attend your funeral--and you clink a glass. The room goes silent. You announce: "I've just quit my job! I'm starting a company!" Watch the immediate reaction. In some communities, people will burst into applause. In others, people will stare at their shoelaces, check their watches and go home. Thriving communities applaud the bold risk-taker.

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